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Deco-Mica Ltd.

BSE: 531227 Sector: Others
NSE: N.A. ISIN Code: INE907E01010
BSE LIVE 14:22 | 20 Feb 27.05 -1.40
(-4.92%)
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27.05

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27.05

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 27.05
PREVIOUS CLOSE 28.45
VOLUME 1000
52-Week high 32.40
52-Week low 11.20
P/E 15.03
Mkt Cap.(Rs cr) 11.36
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 1000.00
OPEN 27.05
CLOSE 28.45
VOLUME 1000
52-Week high 32.40
52-Week low 11.20
P/E 15.03
Mkt Cap.(Rs cr) 11.36
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 1000.00

Deco-Mica Ltd. (DECOMICA) - Director Report

Company director report

To

The Members DECO MICA LIMITED

CIN: L20299GJ1988PLC010807

Your Directors have pleasure in presenting their 27thAnnual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31stMarch 2016.

Financial Performance

The Financial Performance for the year ended March 2016 is summarized as under and theDirectors recommend appropriation of Profit as under:

(Rupees in Lakhs)
Particular Year ended 31st March 2016 Year ended 31st March 2015
Turnover 4094.28 4581.57
Profit/(Loss) before taxation 169.68 189.52
Less: Tax Expense
a) Current Tax 34.50 37.10
b) Excess/Short Provisions of tax (2.30) 0.00
c) Deferred tax expenses 16.80 29.83
d) Provision for wealth tax 120.69 122.59
Profit/(Loss) after tax
Less: Appropriationa)
a) Transferred to General Reserve
b) Proposed Dividend on Equity Shares
c) Tax on Dividend
Add: Balance B/F from the previous year 783.10 662.41
Balance Profit / (Loss) C/F to the next year 662.41 539.82

State of Company’s Affairs and Future Outlook:

The income of the company during the year was Rs. 4111.54 lacsin comparison of Rs.4589.53lacs in the previous year.. The operational activity has commenced and themanagement is confident in achieving higher amount of profits in current and upcomingyears.

The Company has earned profit of Rs 120.69Lacs during the year.

Statutory Disclosures

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013 read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 is given in the ManagementDiscussion and Analysis Report.The details pursuant to remuneration of Directors andemployees in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven at Annexure I.

MANAGEMENT ANALYSIS

The trading activities of the Company mostly comprises of export of Laminateswhich aresubject to Government policies and other Global factor which has direct effect on theoperational activities of trading. However the Company has proved its image in globalmarket and has enough capacity to face the uneven situation in the course of its operationwhich is within its control.

Dividend

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year ended 31stMarch2016.

Amounts Transferred to Reserves:

The Board proposes to transfer amountRs. 2318244 to General Reserve out of Profit.

Extract of Annual Return:

The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report as Annexure -1I

Details of Subsidiaries Companies Associate Company & LLP/Partnership *There is noSubsidiary of Company hence no such information is provided Directors

The Board comprises of four Directors as on March 31 2016 viz.ShriVijaykumar D.Agarwal(Managing Director and CFO) Shri Vishal V. Agarwal (Director) ShriHarishkumarD.Joshi (Director)and Smt. Lalitadevi S. Murarka (Whole time Director).

(a) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and the ListingRegulations specified Companies are required to have at least one Woman Director in theirBoard. SmtLalitadevi S. Murarkawas appointed as on 27th April 2015 as WholeTime Director on Board.

(b) Chairman of the Board

ShriVijaykumar D. Agarwal (DIN 01763739)has been Chairman since 8thNovember 2008.

(c) Managing Director & CEO

ShriVijaykumar D. Agarwal (DIN 01763739) has been the Managing Director and CFO since 8thNovember 2008.

(d) Appointment/ Re-appointment/ Resignation/ Retirement of Directors

In order to ensure compliance with Section 152 (6) of the Act the Board has consideredShriVijaykumar D. Agarwal Managing Director and CFO as liable to retire by rotation andbeing eligible offer themselves for reappointment.

Number of Board Meetings:

During the Financial Year 2015-16 the following meetings of the Board of Directors ofthe company were held.

Number of Board Meetings:

During the Financial Year 2014-15 meetings of the Board of Directors of the companywere held.

Sr. No. Date of Board Meeting No. of Director Present in the Meeting
1. 27-05-2015 Three Directors were present out of four Directors.
2. 12-08-2015 Three Directors were present out of four Directors.
3. 05-11-2015 Three Directors were present out of four Directors.
4. 11-02-2016 Four Directors were present.
5. 31-03-2016 Three Directors were present out of four Directors.

The details of the Committee Meetings held during the year is as follows:

Sr. No. Name of Committee Name of Committee Members Category
1. Audit Committee 1. Harishkumar D. Joshi Independent
2. Lalitadevi S. Murarka Independent
2. Nomination and Remuneration Committee 1. Harishkumar D. Joshi Independent
3. Risk Management Committee (if applicable) Not Applicable
4. Stakeholders Relationship 1. Vijay D. Agarwal Managing Director
Committee 2. Vishal V. Agarwal Director

System for Internal Financial Controls and its adequacy

The Financial Statements are prepared based on Computer system outputs. Responsibilityof preparation of Financial Statements is entrusted to a dedicated unit which iscompletely independent of business risk audit or other functions. This unit does notoriginate accounting entries except for limited matters such as Share Capital Taxes andTransfers to Reserves. The Company has implemented adequate procedures and internalcontrols which provide reasonable assurance regarding reliability of financial reportingand preparation of Financial Statements and that such internal financial controls wereadequate and were operating effectively during the year.

Particulars of Loan Guarantees and Investments under Section 186:

During the financial year 2015-16 the Company has not given any loan to any otherCompany.

The investment in other securities is within the authority given to the Board by theshareholders under Section 186 of the Companies Act 2013

Particulars of Contracts or Arrangements with Related Parties:

All the transactionsentered by the Company with related parties were in the ordinarycourse of business and at Arm’s Length Pricing basis. The Audit Committee grantedomnibus approval for the transactions (which are repetitive in nature) and the same wasreviewed by the Audit Committee and the Board of Directors.

The pricing basis is mostly based on Arm’s Length Price and the decision is takenbased on the consideration and Comparable Uncontrolled Price Method prevailing in themarket.

Explanation to Auditor’s Remarks

The remarks made by the Auditors in their Report have been suitably dealt with in theschedules and notes and therefore do not call for any further clarification.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

A. Conservation of Energy:

The Company continues its endeavor to improve energy conservation and utilization.

B. Technology Absorption:

(1) the efforts made towards technology absorption:

Indigenously developed technologies for the improvement of production in the factorywere adopted and required modifications and innovations were done on continuous basis.

(2) the benefits derived like product improvement cost reduction product developmentor import substitution:

The innovations made by the Company has provided better results in quality andproduction and also reducing the involvement of manual workers without increasing theoverall cost of production and maintenance.

(3) in case of imported technologies( imported during last three years reckonedfrom the beginning of the financial year)

(a) The details of technology imported: Nil

(b) The year of import: Nil

(c) Whether the technology been fully absorbed: Not applicable

(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefor: Not applicable.

C. Foreign Exchange earnings and outgo:
1. Activities relating the export Company exports Laminates.
2. Foreign Exchange earned Rs.1146600
3. Foreign Exchange used Nil

Risk Management Policy:

The Company has developed a very comprehensive risk management policy and the same isreviewed by the Audit Committee at periodical intervals which in turn informs the Boardabout the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented.At the corporate level major risks are reviewed by the Managing Directors and directionsin this regard are issued accordingly.

Details of Directors and Key Managerial Personnel:

NAME OF DIRECTOR DIN DESGNATION DATE OF APPOINTMENT RESIDENTIAL ADDRESS
VISHAL VIJAY BHAI AGARWAL 01763739 Director 08/11/2008 8 KAIRVI BUNGLOW NR SARTHI HOTEL BODAKDEV AHMEDABAD 380054 Gujarat INDIA
VIJAY KUMAR DINDAYAL AGARWAL 01869337 Managing director 01/01/1997 8-KAIRVI BUNG. NR. SARTHI HOTEL NR. HARIVELLA FLATS BODAKDEV AHMEDABAD 380054 Gujarat INDIA
HARISH KUMAR DHANJIBHAI JOSHI 01871634 Director 15/03/2007 72 SHIVGANESH BUNGLOWS SHILAJ ROAD THALTEJ AHMEDABAD 380059 Gujarat INDIA
LALITADEVI SHYAM SUNDER MURARKA 07168017 Additional director 27/04/2015 84ISKON GREENS GHUMA AHMEDABAD 380058 Gujarat INDIA

Comparison of Remuneration to Directors and employees:

There is Rs. 2318/-p.m. increase in the remuneration payable to Directors in Comparisonto Rs. 122405 /- p.m. increase in the salary of employee.

The Salary rise is based on the inflation data. The previous year increase in salary ofDirector is after one year. As such the rise in the salary is at par with other employeeof the Company. The Performance of the Company has been affected by Global recession andeconomic slowdown in the Indian economy.

In comparison to the Remuneration of Directors and other employees is as under:

1) Median of Directors remuneration:-Rs. 3494165/- per annum.

2) Median of employees remuneration:-Rs 17488894/- per annum.

Details of significant & material orders passed by the regulators or courts ortribunal:

No order has been passed by the Court/Tribunal during the financial year 2015-2016.

Deposits (As per the Definition Section 2(31) of the Companies Act 2013)

The following details of deposits covered under Chapter V of the act:

I. Deposits Accepted during the year: Nil

II. Remained unpaid or unclaimed as at the end of the year: Nil

III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-N.A.

a. At the beginning of the year: Nil

b. Maximum during the year:Nil

c. At the end of the year:Nil

IV. The details of deposits which are not in compliance with the requirements ofChapter: There is no such Deposit held by the Company.

Receipt of any commission by Managing Director / Whole Time Director from a Company orfor receipt of commission / remuneration from it holding or subsidiary:

Company is not paying any commission to it’sdirector.

Declaration by Independent Director:

The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made thereunder.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s D. N.Motwani& Co. to undertake Secretarial Audit. The Secretarial Audit Report submitted byM/s. D. N. Motwani& Co. is furnished as Annexure II.

The explanation pertaining to Para 3(i) of the Secretarial Audit Report followingexplanation is furnished:-

The Company is in the process of appointing Company Secretary under section 203 ofthe Companies Act 2013.

DISCLOSURE

Corporate Social Responsibility (CSR) Policy:

The Company is not falling within the criteria of Section 135 of the Companies Act2013 and hence the Company is not required to form CSR committee.

Audit Committee:

The Audit Committee comprises of ShriHarishkumarDhanjibhai Joshi and Smt. Latitadevi D.Murarka .All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

The Vigil Mechanism of the Company incorporates Whistle Blower Policy in terms of theListing Agreement. Protected disclosures can be made by a Whistle Blower through a mail ora letter to the Chairman of the Company. The Policy on Vigil Mechanism and Whistle BlowerPolicy may be accessed on Company’s Website.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors and remuneration paid to the whole-time director is approved by the remuneration committee. Remuneration Committee consistsof ShriHarishkumarDhanjibhai Joshi (DIN: 01871634) and LalitadeviShyamsunderMurarka (DIN:07168017) both Independent Directors.

Half- yearly Declaration

A half – yearly/Quarterly Declaration of financial performance including summaryof significant events in the last six months is currently not being send to each householdof shareholders. However the Company publishes its results in national and state levelnewspapers having wide circulation. The results are also posted on the website of theCompany i.e. www.decomicaltd.com.

Managerial remuneration:

Managerial Remuneration
Sr. No. Name of Director Remuneration for F.Y 2015-2016 (Amount In Rs.) Remuneration for F.Y 2014-2015 (Amount In Rs.)
1. Vijaykumar V. Agrawal (Managing Director and 250000/- p.m. CFO) 250000/- p.m.

*Remuneration is not required to be paid to independent director as per Section 149read with Schedule IV of Companies Act 2013.

Statutory Auditors:

M/s J.T Shah & Co. Chartered Accountants who have audited the accounts of the year2015-16 shall retire at the conclusion of the ensuing General Meeting and are eligiblefor Re appointment.

Members are requested to consider the re appointment of M/s J.T.Shah& Co. CharteredAccountants as the Statutory Auditors of the Company from the conclusion of this AnnualGeneral Meeting at the remuneration to be decided by the Board based on therecommendations of the Audit Committee. A Certificate has been received from M/sJ.T.Shah& Co. Chartered Accountants to the effect that their appointment if made wouldbe within the prescribed limits under Section 141 of the Companies Act 2013.

Cost Auditors:

Company does not fall within the purview of Section 148 of the Companies Act 2013andhence there is no requirement for the Company to appoint Cost Auditor for the F.Y 2015-16.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profit/loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Material events that have happened after the Balance Sheet date

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the Financial Statementsrelate and the date of the Report.

Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkPlace

The Company has zero tolerance for sexual harassment at the Workplace and has adopted a‘Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWork Place’ in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

The Policy aims to provide protection to women employees at the workplace and preventand redress complaints of sexual harassment and for matters connected or incidentalthereto with the objective of providing a safe working environment. However no complaintwas registered with regard to the same.

Green initiatives:

During fiscal 2011 we started a sustainability initiative with the aim of going greenand minimizing our impact on the environment. Like the previous years this year too weare publishing only the statutory disclosures in the print version of the Annual Report.Additional information is available on our website www.decomicaltd.com.

Electronic copies will be the Annual Report 2015-16 and Notice of the 27thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2016 and the Notice will be the 27thAnnual General Meeting are sent in the permitted mode. Members requiring physical copiescan send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support.

For and on behalf of the Board of Directors
VijaykumarAgarwal
Place : Ahmedabad (DIN: 01869337)
Date : 26th May 2016. Chairman & Managing Director

To Date: 21.05.2016

J T Shah and Co Chartered Accountants

Ahmedabad

Sub: Management Representative Letter

This representation letter is provided in connection with your audit of the internalfinancial controls over financial reporting in the audit of Deco-Mica Limited("the Company") in conjunction with your audit of the standalone financialstatements of the Company for the year ended March 31 2016 for the purpose of expressingan opinion as to whether the Company had in all material respects an adequate internalfinancial controls system over financial reporting and the operating effectiveness of suchcontrols in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting ("the Guidance Note") and the Standards on Auditing issuedby the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed bythe Central Government in accordance with Section 143(10) of the 2013 Act to the extentapplicable to an audit of internal financial controls over financial reporting.

We confirm that to the best of our knowledge and belief having made such inquiries aswe considered necessary for the purpose of appropriately informing ourselves:

1. We are responsible for establishing and maintaining adequate and effective internalfinancial controls based on Control environment Risk assessment Control activitiesInformation system and communication Monitoring and the preparation and presentation ofthe financial statements as set out in the terms of the audit engagement and theassertions to you on the internal financial controls in accordance with the guidance noteon internal financial controls. The Company has implemented internal financial Controlthroughout the financial year 2015-16.

2. We have performed an evaluation and made an assessment of the adequacy andeffectiveness of the company’s internal financial controls and based on the followingcontrol criteria:

Facilitates the effectiveness and efficiency of operations.

Helps ensure the reliability of internal and external financial reporting.

Assists compliance with laws and regulations.

Helps safeguarding the assets of the entity.

3. We have used the procedures performed by you during the audit of internal financialcontrols over financial reporting as part of the basis for our assessment of theeffectiveness of internal financial controls.

4. Based on the assessment carried out by us and the evaluation of the results of theassessment we conclude that the Company has adequate internal financial controls systemthat was operating effectively during the financial year 2015-16.

5. There are no deficiencies in the design or operation of internal financial controlsthat we believe to be significant deficiencies or material weaknesses in internalfinancial controls.

6. There were no instances of fraud resulting in a material misstatement to thecompany’s financial statements and any other fraud that does not result in a materialmisstatement to the company’s financial statements but involves senior management ormanagement or other employees who have a significant role in the company’s internalfinancial controls.

7. There have been no communications from regulatory agencies concerning non-compliancewith or deficiencies in financial reporting practices.

8. We have provided you with:

All information such as records and documentation and other matters that are relevantto your assessment of internal financial controls;

Unrestricted access to those within the entity Audit reports of the componentauditors.

Additional information that you have requested from us; and

Unrestricted access to those within the entity.

9. There are no changes in the internal financial controls system from March 31 2016till the date of this representation letter.

For and on behalf of Deco-Mica Limited
(Signature)
Name and Designation Name and Designation

Date: 21st May 2015

To

M/s J. T. Shah & Co. Chartered Accountants

201/202 Lalita Complex

352/3 Rasala Marg Navrangpura Ahmedabad – 380 009.

Dear Sir

Sub.: Letter of Representation for FY 2015-2016

We confirm to the best of our knowledge and belief the following information andopinion given to you in connection with your examination of Company’s book ofaccounts for the year ended on 31st March 2016 and in light of the requirementsof the Company’s Act 2013.

1. That all Tangible & Intangible Fixed the assets shown in the Company’s bookof account of Rs. 111886260/- (WDV) were owned by the Company and were free from anycharge except to the extent the disclosure has been made in the accounts for the abovereferred period.

2. As at Balance Sheet date there were no outstanding commitments for capitalexpenditure excepting those stated in the Balance Sheet.

3. We have physically verified all the assets and no material discrepancies werenoticed on such verification.

4. None of the fixed assets have been revalued during the year and fixed assetsregister has been maintained completely during the year.

5. The management has certified the Stock-in-trade at the end of the year which are asfollows.

Particulars Amount Rs.
Raw Materials 38936672
Work-in-Progress 902000
Finished Stocks 39682210
Goods-in-Transit 1122304
Power & Fuel 122203
Total Rs… 80765389

No significant discrepancies have been noticed on such verification. The valuation ofstock-in-trade has been made at cost or net realizable value whichever is lower. a. Thereis no change in the method of valuation of closing stock as compared to last year.

6. The Company has taken unsecured loans from Corporate Bodies/ Directors of theCompany the rate of interest and other terms and conditions on which such loans have beentaken are not prejudicial to the interest of the Company.

7. There are adequate internal control procedures commensurate with the size of theCompany and the nature of its business with regard to purchases of inventory fixed assetsand with regard to the sale of goods and services. During the course of our audit nomajor continuing failures to correct major weakness has been observed.

8. The company has not accepted any public deposits and hence the directives issued byprovisions of sections 73 to 76 or any other relevant provisions of the Companies Act andthe rules framed there under are not applicable to the company.

9. The books of accounts relating to materials labour and other items of costmaintained by the company pursuant to the Rules made by the Central Government for themaintenance of cost records as per the provisions of Companies (Cost Records and Audit)Rules 2014.

10. No personal expenses of employees or directors have been charged to revenueaccounts other that those payable under contractual obligations or in accordance withgenerally accepted business practice.

11. The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund employees’ state insurance income taxsales tax wealth tax duty of customs duty of excise value added tax cess and anyother statutory dues except there were delay provident fund employees’ stateinsurance income tax central sales tax value added tax Service Tax.

12. There was no undisputed amounts payable in respect of Income Tax Wealth Tax SalesTax Custom Duty and Excise Duty outstanding as at 31st March 2016 for a periodof more than 6 months from the date they became payable except as reported in Notes onAccounts.

13. In the opinion of the company on realization in the ordinary course of theCompanies business the other current assets and loans and advances as shown in thebalance sheet are expected to produce at least the amount at which they are stated thereon. It is also certified that the loans advances deposits etc. as at 31stMarch 2016 are considered good and fully recoverable. 14. All liabilities have been takenup in the books of accounts.

15. Company have no contingent liabilities during the year.

16. Since the date of Balance Sheet there have been no material changes affecting theaccounts as on 31st March 2016.

17. Since the date of Balance Sheet no events have occurred which though propertyexcluded from the accounts are of such importance that they should be disclosed to theshare holders through some other medias.

18. In case of deposit taken by the company all relevant provision of section 73 to 76of the company act are complied.

19. In case of loans and advances investment and guarantees granted by the company toany party then all relevant provision of Section 185 186 and 188 of the companies Act arecomplied. 20. All wages salaries and expenses have been recognized as up to that date.

21. The cash balance as on 31st March 2016 was Rs. 157053/- which wasphysically verified by us. 22. The Company follows the mercantile system of accounting andrecognizes Income & Expenditure on accrual basis to the extent ascertainable. Theaccounts are prepared on historical cost basis as a going concern and are consistent withgenerally accepted accounting principles.

23. Provision has been made towards liability for gratuity to employees.

24. We hereby certify and confirm generally and more particularly in cases whereevidences are not available that all the expenses which are debited to account haveactually been incurred. We have verified this genuineness and the expenses were incurredfor and on behalf of Company & contain no element of Profit.

25. We have disclosed & considered all known and actual or possible non-compliancewith laws and regulations whose effect should be considered when preparing financialstatements.

26. We confirm following representation in respect of related parties :

a) We have identified all the related parties & transactions on the basis of MBP-1and disclosure made by directors to the company. The information provided to you iscomplete in all respect.

b) The disclosure made in financial statements are adequate having regards to the framework under which the financial statement has been drawn.

c) The financial statements are free from material misstatement including commissionwith regards to related parties & transactions with related parties.

27. All the payments which have been made by Cheque are made through Account payeeCheque.

28. The company has not granted loans and advances on the basis of security by way ofpledge of Shares debentures and other securities.

29. Closing Balance of Loan Taken by company are as under.

Long Term Borrowings Non Current Current
Term Loan - From Bank - Secured
HDFC Bank Ltd. Office Loan A/c.80443413 1973652 2364922
HDFC Bank Ltd. (Honda City) Loan A/c.28116090 46212 260943
HDFC Bank Ltd. (Mercedes) Loan A/c.28846 5511286 823714
HDFC BANK LTD(MERCEDES) A/C NO 28846957 2054439 1042584
HDFC BANK LTD (EICHER )- A/C NO 37443741 929667 270288
HDFC Term Loan 9719494 3783066
Unsecured Loans from Directors/Promoters and their Relatives
Minor Aarya Vikaskumar Vijaykumar Agarwal - 1557789
Minor Khvahish Vikaskumar Vijaykumar Agarwal - 1578174
Vijaykumar Dindayal Agarwal - 1705200
Vishal Vijaykumar Agarwal - 4899190
V.K.A. Finance & Investment Co. - 15545606
Unsecured Loans from Corporate Bodies
Arc Finance Ltd. 2658791 -
Emrald Commercial Ltd 1808133 -
S K GROWTH FUNDPVT LTD KOLKATA 2659344 -
C B K ESTATE DEVELOPER LIMITED 3066393 -

30. We hereby confirm that the funds obtained have been used for the sanctioned purposeonly.

31. The Company has not made any preferential allotment of shares to parties andCompanies covered in the register maintained u/s 189 of the Companies Act 2013.

32. The Company has not raised any money through public issues during the year.

33. No fraud on or by the Company has been noticed.

34. We hereby confirm the acknowledgement of engagement letter and we have also notedthe contents of the further we acknowledge that the letter will be effective for futureyears unless it is terminated amended or superseded.

For DECO-MICA LIMITED

Vijaykumar D. Agarwal

( Managing Director)

DIN: 01869337

SECRETARIAL AUDIT REPORT FOR THE F.Y 2015-16

To

The Members Deco mica limited 306 3rd floor Iscon Mall

Star Bazar building Jodhpur Char Rasta

Satellite Ahmedabad-380 015

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by DECO MICA LIMITED (CIN:L20299GJ1988PLC010807) (hereinafter called the "Company"). SecretarialAudit was conducted in a manner that provided us with a reasonable basis for evaluatingthe corporate conducts /statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the information andexplanations provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter : We have examined the books papers minutebooks forms and returns filed and other records maintained by DECO MICA LIMITED (CIN:L20299GJ1988PLC010807)(for the financial year ended on 31st March 2016 according tothe provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under except Section203 of Companies Act 2013 relating to the appointment of Key Managerial Personnel i.eCompany Secretary and Chief Financial Officer and non compliance of Chapter V relating toDeposit.

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Byelaws framed there under

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Registrars to Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;

(v) All relevant laws applicable to the Company as provided by the management hereunder:

A. TAXATION-DIRECT AND INDIRECT TAXATION (INCLUDING SALES TAX AND MUNICIPAL/LOCALLEVIES)

Income Tax Act 1961

The Income Tax Act 1961 (the Act) and the rules made there under :

The Relavant Laws are complied with however Company has filed Appeal before Sales TaxAuthorities which is pending upto 31st March2016.

B. GENERAL LAWS

Shops and Establishment Act:

Complied With

C. APPLICABLE LOCAL / MUNICIPAL LAWS:

Complied With

D. COMPETITION LAW

We have also examined compliance with the applicable clauses of the following: (1) SecretarialStandards

The Secretarial Standards issued and notified by the Institute of Company Secretariesof India are not applicable for the financial year under review and were only optional.Therefore we have not commented on the said compliances.

(2) Listing Agreements

The Listing Agreements entered into by the Company with Bombay Stock Exchange. Duringthe period under review the Company has complied with the provisions of the Acts RulesRegulations Guidelines Standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through as there are no dissenting members’ views. Wefurther report that there are adequate systems and processes in the Company commensuratewith the size and operations of the Company to monitor and ensure compliance withapplicable laws rules regulations and guidelines.

We further report that during the audit period there were no specific events/actionssuch as Public Issue of Securities buy back merger amalgamation foreign technicalcollaborations etc. or any other major decisions in pursuance of section 180 of theCompanies Act 2013 which require compliance of applicable provisions there of.

E. CUSTOM LAWS/FEMA

Complied With

This Secretarial Audit Report is subject to observations made in italic mode.

For D.N.MOTWANI & CO.
COMPANY SECRETARY
D.N.MOTWANI
COMPANY SECRETARY
ACS NO. 5016
C.P NO. 2431
Date: 28-05-2016
Place: Ahmedabad